<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For the quarter ended September 30, 2002

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number 333-33572


                        DIAMOND TRIUMPH AUTO GLASS, INC.
             (Exact name of registrant as specified in its charter)


                DELAWARE                                23-2758853
     (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)                 Identification No.)

                220 DIVISION STREET, KINGSTON, PENNSYLVANIA 18704
          (Address, including zip code of principal executive offices)

                                 (570) 287-9915
                     (Telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
to be filed by Section 13 or Section 15(d) of the Securities and Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         As of November 14, 2002, there were 1,011,366 shares outstanding of
Diamond's Common Stock ($.01 par value) and 35,000 shares outstanding of
Diamond's Series A 12% Senior Redeemable Cumulative Preferred Stock ($.01 par
value).
<PAGE>
                        DIAMOND TRIUMPH AUTO GLASS, INC.
                                    FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 2002
                                      INDEX

                                                                        Page No.
                                                                        --------

Part I. Financial Information

       Item 1. Financial Statements

              Condensed Balance Sheets - September 30, 2002 and
              December 31, 2001...............................................3

              Condensed Statements of Operations - Three Months Ended
              September 30, 2002 and 2001.....................................4

              Condensed Statements of Operations - Nine Months Ended
              September 30, 2002 and 2001.....................................5

              Condensed Statements of Cash Flows - Nine Months Ended
              September 30, 2002 and 2001.....................................6

              Notes to Condensed Financial Statements........................ 7

       Item 2. Management's Discussion and Analysis of Financial Condition and
               Results of Operations.........................................11

       Item 3. Quantitative and Qualitative Disclosures about
               Market Risk...................................................16

       Item 4. Controls and Procedures.......................................16

Part II. Other Information

       Item 1. Legal Proceedings.............................................18

       Item 6. Exhibits and Reports on Form 8-K..............................18


       Signature.............................................................19


       Certifications........................................................20


                                       2
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                            CONDENSED BALANCE SHEETS
                 (Dollars in Thousands except per share amounts)
<TABLE>
<CAPTION>
                                                                                 September 30, 2002     December 31, 2001
                                                                                 ------------------     -----------------
                                                                                    (Unaudited)
<S>                                                                              <C>                    <C>
ASSETS
    Current assets:
      Cash and cash equivalents                                                         $  12,013           $   6,592
      Accounts receivable, net                                                             13,956              11,596
      Other receivables                                                                       275                 387
      Inventories                                                                          16,601              16,757
      Prepaid expenses                                                                      1,797               1,383
      Deferred income taxes                                                                 3,002               3,540
                                                                                        ---------           ---------
    Total current assets                                                                   47,644              40,255
                                                                                        ---------           ---------
    Equipment and leasehold improvements, net                                               8,597               7,799
    Deferred loan costs and senior notes discount, net                                      4,527               5,183
    Deferred income taxes                                                                  37,033              38,111
    Other assets                                                                              537                 498
                                                                                        ---------           ---------
    Total assets                                                                        $  98,338           $  91,846
                                                                                        =========           =========
    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
    Current liabilities:
      Accounts payable                                                                  $  11,793           $  10,640
      Accrued expenses:
          Payroll and related items                                                         5,643               4,678
          Accrued interest                                                                  4,629               2,317
          Accrued income taxes                                                              1,596               1,679
          Other                                                                               161                 389
                                                                                        ---------           ---------
     Total accrued expenses                                                                12,029               9,063
                                                                                        ---------           ---------
    Total current liabilities                                                              23,822              19,703
                                                                                        ---------           ---------
    Long-term debt:
      Credit facility                                                                        --                    --
      Senior notes                                                                        100,000             100,000
                                                                                        ---------           ---------
    Total long-term debt                                                                  100,000             100,000
                                                                                        ---------           ---------
        Total liabilities                                                                 123,822             119,703
                                                                                        ---------           ---------
    Series A 12% senior redeemable cumulative preferred stock - par value $0.01 per
      share; authorized 100,000 shares; issued and outstanding
      35,000 shares in 2002 and 2001, at liquidation preference value                      59,585              54,530
                                                                                        ---------           ---------
    Stockholders' equity (deficit):
    Common stock, 2002 and 2001 par value $0.01 per share; authorized 1,100,000
       shares; issued and outstanding 1,026,366 shares in 2002,
       issued and outstanding 1,000,000 shares in 2001                                         10                  10
    Additional paid-in capital                                                             36,734              41,263
    Other Comprehensive Income                                                               (386)               --
    Retained earnings (accumulated deficit)                                              (121,427)           (123,660)
                                                                                        ---------           ---------
        Total stockholders' equity (deficit)                                              (85,069)            (82,387)
                                                                                        ---------           ---------
    Total liabilities and stockholders' equity (deficit)                                $  98,338           $  91,846
                                                                                        =========           =========
</TABLE>


                   See notes to condensed financial statements


                                       3
<PAGE>
                        DIAMOND TRIUMPH AUTO GLASS, INC.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                 (Dollars in Thousands except per share amounts)

<TABLE>
<CAPTION>
                                                 Three Months Ended    Three Months Ended
                                                 September 30, 2002    September 30, 2001
                                                 ------------------    ------------------
<S>                                              <C>                   <C>
    Net sales                                         $ 52,970                   $ 52,304
    Cost of sales                                       15,858                     15,216
                                                      --------                   --------
    Gross profit                                        37,112                     37,088
    Operating expenses                                  34,565                     32,083
                                                      --------                   --------
    Income from operations                               2,547                      5,005
    Other (income) expense:
         Interest income                                   (75)                       (59)
         Interest expense                                2,572                      2,571
                                                      --------                   --------
                                                         2,497                      2,512
                                                      --------                   --------
    Income before provision for income taxes                50                      2,493
    Provision for income taxes                              21                        999
                                                      --------                   --------
    Net income                                              29                      1,494
    Preferred stock dividends                            1,735                      1,542
                                                      --------                   --------
    Net (loss) applicable to common stockholders      ($ 1,706)                  ($    48)
                                                      ========                   ========
</TABLE>


                   See notes to condensed financial statements


                                       4
<PAGE>
                        DIAMOND TRIUMPH AUTO GLASS, INC.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                 (Dollars in Thousands except per share amounts)

<TABLE>
<CAPTION>
                                                         Nine Months Ended         Nine Months Ended
                                                         September 30, 2002        September 30, 2001
                                                         ------------------        ------------------
<S>                                                      <C>                       <C>
    Net sales                                                $ 155,531                   $ 158,210
    Cost of sales                                               44,545                      45,058
                                                             ---------                   ---------
    Gross profit                                               110,986                     113,152
    Operating expenses                                          99,599                      93,740
                                                             ---------                   ---------
    Income from operations                                      11,387                      19,412
    Other (income) expense:
         Interest income                                          (178)                       (140)
         Interest expense                                        7,715                       7,732
                                                             ---------                   ---------
                                                                 7,537                       7,592
                                                             ---------                   ---------
    Income before provision for income taxes                     3,850                      11,820
    Provision for income taxes                                   1,617                       4,730
                                                             ---------                   ---------
    Net income                                                   2,233                       7,090
    Preferred stock dividends                                    5,055                       4,492
                                                             ---------                   ---------
    Net (loss) income applicable to common stockholders      ($  2,822)                  $   2,598
                                                             =========                   =========
</TABLE>


                   See notes to condensed financial statements
                                       5
<PAGE>
                        DIAMOND TRIUMPH AUTO GLASS, INC.
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 (Dollars in Thousands except per share amounts)

<TABLE>
<CAPTION>
                                                              Nine Months Ended   Nine Months Ended
                                                              September 30, 2002  September 30, 2001
                                                              ------------------  ------------------
<S>                                                           <C>                 <C>
    OPERATING ACTIVITIES
        Net cash provided by operating activities                 $  8,424                $ 10,000
                                                                  --------                --------
    INVESTING ACTIVITIES
        Capital expenditures                                        (3,006)                 (2,732)
        Proceeds from sale of equipment                                 93                     214
        Increase in other assets                                       (40)                   (141)
                                                                  --------                --------
    Net cash used in investing activities                           (2,953)                 (2,659)
                                                                  --------                --------
    FINANCING ACTIVITIES
      Net proceeds from credit facility                               --                     2,500
      Payments on credit facility                                     --                    (3,000)
      Deferred loan cost                                               (50)                    (55)
                                                                  --------                --------
    Net cash (used in) financing activities                       ($    50)               ($   555)
                                                                  --------                --------
    NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS             5,421                   6,786
    Cash and cash equivalents, beginning of period                   6,592                      25
                                                                  --------                --------
    Cash and cash equivalents, end of period                      $ 12,013                $  6,811
                                                                  ========                ========
</TABLE>


                   See notes to condensed financial statements
                                       6
<PAGE>
                        DIAMOND TRIUMPH AUTO GLASS, INC.
                    NOTES TO FINANCIAL STATEMENTS (Unaudited)
                 (Dollars in thousands except per share amounts)

NOTE 1.  SIGNIFICANT ACCOUNTING POLICIES

         These interim financial statements are unaudited but, in the opinion of
         management, reflect all adjustments (consisting only of normal
         recurring adjustments) necessary to present fairly the data for the
         interim periods presented. The interim financial statements should be
         read in conjunction with the audited financial statements and notes
         thereto contained in Diamond's Annual Report on Form 10-K for the
         fiscal year ended December 31, 2001. Diamond's results for interim
         periods are not normally indicative of results to be expected for the
         fiscal year. Weather has historically affected Diamond's sales, net
         income and earnings before interest expense, income taxes, depreciation
         and amortization expense ("EBITDA"), with severe weather generating
         increased sales, net income and EBITDA and mild weather resulting in
         lower sales, net income and EBITDA. In addition, Diamond's business is
         somewhat seasonal, with the first and fourth calendar quarters
         traditionally its slowest periods of activity.

         Preferred Stock - At September 30, 2002 and December 31, 2001, the
         liquidation value of the Preferred Stock recorded on Diamond's Balance
         Sheet was $59,585 and $54,530, respectively, which includes dividends
         of $24,585 and $19,530, respectively.

         Long-Term Debt:

         Credit Facility - On March 27, 2000, Diamond entered into a revolving
         credit facility (the "Credit Facility"). The Credit Facility has an
         initial term of four years and provides for revolving advances of up to
         the lesser of: (1) $25,000; (2) the sum of 85% of Diamond's Eligible
         Accounts Receivable (as defined in the Credit Facility) plus 85% of
         Diamond's Eligible Inventory (as defined in the Credit Facility), less
         certain reserves; or (3) an amount equal to 1.5 times Diamond's EBITDA
         (as defined in the Credit Facility) for the prior twelve months. A
         portion of the Credit Facility, not to exceed $5,000, is available for
         the issuance of letters of credit, which generally have an initial term
         of one year or less. Borrowings under the Credit Facility bear
         interest, at Diamond's discretion, at either the Chase Manhattan Bank
         Rate (as defined in the Credit Facility) or LIBOR, plus a margin of
         0.50% for the Chase Manhattan Rate and 2.25% for the LIBOR Rate. In
         addition, a commitment fee of 0.25% is charged against any unused
         balance of the Credit Facility. Interest rates are subject to increases
         or reductions based upon Diamond meeting certain EBITDA levels. The
         proceeds of the Credit Facility are available for working capital
         requirements and for general corporate purposes. The Credit Facility is
         secured by first priority security interests in all of Diamond's
         tangible and intangible assets. In addition, the Credit Facility
         contains certain restrictive covenants including, among other things,
         the maintenance of a minimum EBITDA of $10,500 level for the prior
         twelve months, as well as restrictions on additional indebtedness,
         dividends and certain other significant transactions. Diamond was in
         compliance with these covenants at September 30, 2002. At September 30,
         2002, Diamond did not have any borrowings outstanding under the Credit
         Facility.

NOTE 2.  RECENT ACCOUNTING PRONOUNCEMENTS

         In April 2002 Diamond adopted Statement of Financial Accounting
         Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4, 44
         and 64, Amendment of FASB Statement No. 13 and Technical Corrections".
         This statement rescinds Statements No. 4 and 64 and establishes APB
         Opinion No. 30 as the criteria to be used in reporting gains and losses
         from extinguishment of debt. Statement No. 145 rescinds Statement No.
         44, which dealt with accounting requirements for the effects of
         transition to the provisions of the Motor Carrier Act of 1980.
         Statement No. 145 also requires that certain lease modifications that
         have economic effects similar to sale-leaseback transactions be
         accounted for in the same manner as sale-leaseback transactions.
         Adoption of SFAS No. 145 did not have a material impact on Diamond's
         financial statements.


                                       7
<PAGE>
                        DIAMOND TRIUMPH AUTO GLASS, INC.
                    NOTES TO FINANCIAL STATEMENTS (Unaudited)
                 (Dollars in thousands except per share amounts)

         In August 2001 Diamond adopted SFAS No. 144, "Accounting for the
         Impairment or Disposition of Long-Lived Assets" which is effective for
         fiscal years beginning after December 15, 2001. This Statement
         supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
         Assets and for Long-Lived Assets to Be Disposed of" and APB Opinion No.
         30. SFAS No. 144 established a single accounting model to be used for
         measuring impairment of long-lived assets. Adoption of SFAS No. 144 did
         not have a material impact on Diamond's financial statements.

         During June 2002, the Financial Accounting Standards Board ("FASB")
         issued SFAS No. 146, "Accounting for Costs Associated with Exit or
         Disposal Activities." Such Standard requires costs associated with exit
         or disposal activities (including restructurings), to be recognized
         when costs are incurred, rather than at a date of commitment to an exit
         or disposal plan. SFAS No. 146 nullifies Emerging Issues Task Force
         ("EITF") Issue No. 94-3, "Liability Recognition for Certain Employee
         Termination Benefits and Other Costs to Exit an Activity (including
         Certain Costs Incurred in a Restructuring)." Under SFAS No. 146, a
         liability related to an exit or disposal activity is not recognized
         until such liability has actually been incurred whereas under EITF
         Issue No. 94-3 a liability was recognized at the time of a commitment
         to an exit or disposal plan. The provisions of this standard are
         effective for disposal activities initiated after December 31, 2002.
         Diamond does not expect adoption of SFAS No. 146 to have a material
         impact on its financial statements.

NOTE 3.  EXECUTIVE COMPENSATION

         On June 1, 2002, Diamond entered into an employment agreement with
         Norman Harris (the "Executive") pursuant to which Mr. Harris agreed to
         serve as the Chief Executive Officer of Diamond at an annual salary of
         $400 (the "Base Salary"), subject to annual review based on Diamond's
         and the Executive's performance. The employment agreement provides for
         an initial term of four years beginning on June 1, 2002 and ending on
         June 1, 2006. In addition to the Base Salary, the Executive is eligible
         to receive a bonus based upon the achievement of certain criteria to be
         mutually agreed upon by the Executive and the Board of Directors of
         Diamond. The employment agreement also contains various severance,
         non-competition, non-solicitation provisions, non-disclosure and
         assignment of inventions provisions.

         On June 1, 2002 (the "Grant Date"), the Executive and Diamond entered
         into a Restricted Stock Agreement (the "Agreement") pursuant to which
         the Executive purchased from Diamond 26,366 shares (the "Restricted
         Shares") of Diamond's common stock, par value $0.01 per share, for
         nominal consideration. The Agreement generally restricts the sale or
         transferability of shares of Common Stock held by the Executive before
         the Restrictions (as defined in the Agreement) have lapsed. The
         Executive has all rights and privileges of a stockholder with respect
         to the Restricted Shares, including voting rights and the right to
         receive dividends paid with respect to the Restricted Shares.
         Generally, the Restricted Shares vest and the Restrictions lapse: (i)
         with respect to 20% of the Restricted Shares on the Grant Date; and
         (ii) with respect to 20% of the Restricted Shares on each subsequent
         anniversary of the Grant Date until the Restricted Shares are fully
         vested. Compensation expense, unearned restricted stock compensation,
         and proceeds from common stock issued have been recognized based on the
         vesting periods and an estimated fair market value of $20 per share.


                                       8
<PAGE>
                        DIAMOND TRIUMPH AUTO GLASS, INC.
                    NOTES TO FINANCIAL STATEMENTS (Unaudited)
                 (Dollars in thousands except per share amounts)

NOTE 4.  LEGAL PROCEEDINGS

         On May 2, 2002, Diamond filed an amended Complaint with the United
         States District Court, Middle District of Pennsylvania against Safelite
         Glass Corporation (the "Defendant"). Diamond alleges, among other
         things, that the Defendant's conduct as (i) an operator of national
         telephone call centers which takes first notice of loss calls from
         insureds of several of the largest automobile insurers in the United
         States (the "Insurers"); (ii) a provider of various claims processing
         services to the Insurers as a third-party administrator; and (iii) an
         operator of a network of retail repair and replacement facilities who
         perform work for the Insurers as Safelite affiliates, violated certain
         federal and state laws and give rise to other legal and equitable
         claims against the Defendant. Diamond alleges that the Defendant
         engaged in various practices designed to divert customers away from
         Diamond to the Defendant, and that Diamond has suffered damages as a
         result of this conduct in an amount to be determined at trial.

         On November 1, 2002, the Defendant filed a counter claim against
         Diamond, alleging, among other things, that Diamond has engaged and
         continues to engage in publishing certain false and defamatory
         statements about the Defendant to automobile insurance companies that
         are the Defendant's clients. Defendant alleges that this alleged
         conduct has injured the Defendant's goodwill and business reputation
         with its insurance clients and in the autoglass repair and replacement
         industry. Among other things, the Defendant is seeking damages in an
         amount to be determined at trial.

NOTE 5.  INCOME TAXES

         As disclosed in the Company's 10-K for the year ended December 31,
         2001, on February 20, 2002 the Internal Revenue Service issued a notice
         of proposed adjustments, which included disallowance of Diamond's tax
         deductible goodwill from Diamond's March 31, 1998 recapitalization
         Transaction (as defined in the Company's 10-K for the year ended
         December 31, 2001).

         The proposed adjustments by the Internal Revenue Service would result
         in $3.8 million of federal tax deficiencies owed by Diamond for the
         period December 31, 1998 through December 31, 2000, plus possible
         interest and penalties and any resultant increases in current state
         tax expense for this period. Additionally, the deferred tax asset
         established in 1998 would be eliminated, as well as net operating loss
         carryforwards from previous deductions of the tax goodwill. The
         carrying amount of these assets at December 31, 2001 is approximately
         $39.1 million. In addition, Diamond would be responsible to fund a
         current federal tax liability for 2001 and for the nine months ended
         September 30, 2002 of approximately $2.8 million and $1.2 million,
         respectively, plus possible interest and penalties, and any resulting
         increases in current state tax expense for 2001 and 2002.

         Diamond continues to strongly believe that the Transaction was properly
         accounted for and plans to appeal the Internal Revenue Service's
         proposed adjustment. If such appeal were ultimately unsuccessful, the
         Internal Revenue Service's proposed adjustment would have a material
         adverse affect on Diamond's liquidity, cash flows, balance sheet and
         results of operations.


                                       9
<PAGE>
                        DIAMOND TRIUMPH AUTO GLASS, INC.
                    NOTES TO FINANCIAL STATEMENTS (Unaudited)
                 (Dollars in thousands except per share amounts)

NOTE 6.  SUBSEQUENT EVENTS

         On November 1, 2002, Diamond made an aggregate investment of $300 as a
         capital contribution in DT Subsidiary Corp. (the "Subsidiary"), a
         corporation wholly owned by Diamond. Also, on November 1, 2002, the
         Subsidiary entered into a Stock Sale Agreement with Michael A. Sumsky,
         President and Chief Financial Officer, (the "Seller"), pursuant to
         which the Seller sold to the Subsidiary 15,000 shares of Diamond's
         common stock, par value $0.01 per share, for consideration of $20 per
         share.


                                       10
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         RESULTS OF OPERATIONS

         The following table summarizes Diamond's historical results of
         operations and historical results of operations as a percentage of
         sales for the nine and three months ended September 30, 2002 and 2001.

<TABLE>
<CAPTION>

                                                 NINE MONTHS ENDED SEPTEMBER 30,         THREE MONTHS ENDED SEPTEMBER 30,
                                            --------------------------------------      ----------------------------------
                                                    2002                2001                2002                2001
                                            -----------------      ---------------      --------------      --------------
                                               $          %            $       %         $         %         $        %
                                            ------      -----      -----     -----      ----     -----      ----     -----
                                                      (DOLLARS IN MILLIONS)                    (DOLLARS IN MILLIONS)
<S>                                         <C>         <C>        <C>       <C>        <C>      <C>        <C>      <C>
Net Sales....................................155.5      100.0      158.2     100.0      53.0     100.0      52.3     100.0
Cost of Sales................................ 44.5       28.6       45.1      28.5      15.9      30.0      15.2      29.1
                                            ------      -----      -----     -----      ----     -----      ----     -----
Gross Profit.................................111.0       71.4      113.1      71.5      37.1      70.0      37.1      70.9
Operating Expenses............................99.6       64.1       93.7      59.2      34.6      65.3      32.1      61.4
                                            ------      -----      -----     -----      ----     -----      ----     -----
Income From Operations........................11.4        7.3       19.4      12.3       2.5       4.7       5.0       9.6
Interest Income...............................(0.2)      (0.1)      (0.1)     (0.1)     (0.1)     (0.2)     (0.1)     (0.2)
Interest Expense............................. .7.7        5.0        7.7       4.9       2.6       4.9       2.6       5.0
                                            ------      -----      -----     -----      ----     -----      ----     -----
                                               7.5        4.8        7.6       4.8       2.5       4.7       2.5       4.8
                                            ------      -----      -----     -----      ----     -----      ----     -----
Income before provision for income taxes.....  3.9        2.5       11.8       7.5         -         -       2.5       4.8
Provision for income taxes...................  1.6        1.0        4.7       3.0         -         -       1.0       1.9
                                            ------      -----      -----     -----      ----     -----      ----     -----
Net income...................................  2.3        1.5        7.1       4.5         -         -       1.5       2.9
                                            ======      =====      =====     =====      ====     =====      ====     =====

EBITDA (1)                                    13.7        8.8       21.4      13.5       3.4       6.4       5.7      10.9
</TABLE>

         ------------

         (1) EBITDA represents income before income taxes, interest expense,
         depreciation and amortization expense. While EBITDA is not intended to
         represent cash flow from operations as defined by Generally Accepted
         Accounting Principles ("GAAP") and should not be considered as an
         indicator of operating performance or an alternative to cash flow (as
         measured by GAAP), as a measure of liquidity, it is included herein to
         provide additional information with respect to Diamond's ability to
         meet its future debt service, capital expenditure and working capital
         requirements.

         NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED
         SEPTEMBER 30, 2001

                  Net Sales. Net sales for the nine months ended September 30,
         2002 decreased by $2.7 million, or 1.7%, to $155.5 million from $158.2
         million for the nine months ended September 30, 2001. For the nine
         months ended September 30, 2002, installation units decreased 3.2% and
         revenue per installation unit increased an average of 1.4%. The
         decrease in units sold is primarily due to the historically mild winter
         weather conditions experienced throughout a large portion of the United
         States and the recessionary economic climate, which resulted in weaker
         industry demand. The increase in Diamond's average revenue per
         installation unit is attributable to general price increases and to
         Diamond's sales mix.

                  Gross Profit. Gross profit for the nine months ended September
         30, 2002 decreased by $2.1 million, or 1.9%, to $111.0 million from
         $113.1 million for the nine months ended September 30, 2001. Gross
         profit decreased as a percentage of sales to 71.4% for the nine months
         ended September 30, 2002 from 71.5% for the nine months ended September
         30, 2001. The decrease in gross profit for the nine months ended
         September 30, 2002 was primarily due to a decrease in net sales
         compared to the nine months ended September 30, 2001.


                                       11
<PAGE>
                  Operating Expenses. Operating expenses for the nine months
         ended September 30, 2002 increased by $5.9 million, or 6.3%, to $99.6
         million from $93.7 million for the nine months ended September 30,
         2001. Operating expenses increased as a percentage of sales to 64.1%
         for the nine months ended September 30, 2002 from 59.2% for the nine
         months ended September 30, 2001. Approximately $4.6 million of
         increased operating expenses during the nine months ended September 30,
         2002 compared to the nine months ended September 30, 2001 was directly
         related to service center expansion, primarily for wages and wage
         related expenses, advertisement and promotional expenses and occupancy
         costs. The increase in operating expenses was also due to a general
         increase in wages and wage related expenses experienced primarily at
         service centers combined with an increase in insurance expense due to
         rising insurance premiums, an increase in advertisement and promotional
         expenses and an increase in depreciation expense due to continued
         investment in our MIS infrastructure. We experienced some leveraging
         against these expense increases with reduced costs in the shop
         maintenance and vehicle related expense categories.

                  Depreciation and amortization expense for the nine month
         period ended September 30, 2002 increased by $0.4 million, or 22.2%, to
         $2.2 million from $1.8 million for the nine months ended September 30,
         2001. This increase was primarily due to the amortization and
         depreciation expense related to certain sales, billing and financial
         systems software and computer hardware implemented in the latter half
         of 2001 and first half of 2002. This increase was partially offset by a
         decrease in expense due to the increased use of a master fleet leasing
         program for the lease of mobile installation and distribution service
         vehicles.

                  Income From Operations. Income from operations for the nine
         months ended September 30, 2002 decreased by $8.0 million, or 41.2%, to
         $11.4 million from $19.4 million for the nine months ended September
         30, 2001. This decrease was primarily due to the decrease in net sales
         and increase in operating expenses as discussed above.

                  Interest Expense. Interest expense remained at $7.7 million
         for the nine months ended September 30, 2002 and 2001. Cash interest
         expense also remained at $7.0 million for the nine months ended
         September 30, 2002 and 2001.

                  Net Income. Net income for the nine months ended September 30,
         2002 decreased by $4.8 million to $2.3 million from $7.1 million for
         the nine months ended September 30, 2001. Net income as a percentage of
         sales decreased to 1.5% for the nine months ended September 30, 2002
         from 4.5% for the nine months ended September 30, 2001. The decrease in
         net income and net income margin during the nine months ended September
         30, 2002 compared to the nine months ended September 30, 2001 was
         primarily due to the impact of decreased net sales and increased
         operating expenses.

                  EBITDA. EBITDA for the nine months ended September 30, 2002
         decreased by $7.7 million, or 36.0%, to $13.7 million from $21.4
         million for the nine months ended September 30, 2001. EBITDA as a
         percentage of sales decreased to 8.8% for the nine months ended
         September 30, 2002 from 13.5% for the nine months ended September 30,
         2001. The decrease in EBITDA and EBITDA margin for the nine months
         ended September 30, 2002 was primarily due to the decrease in net sales
         and increase in operating expenses as discussed above.

         THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED
         SEPTEMBER 30, 2001

                  Net Sales. Net sales for the three months ended September 30,
         2002 increased by $0.7 million, or 1.3%, to $53.0 million from $52.3
         million for the three months ended September 30, 2001. During the three
         months ended September 30, 2002, installation units decreased by 1.8%
         and revenue per installation unit increased an average of 2.9%. The
         increase in sales for the quarter ended September 2002 compared to the
         quarter ended September 2001 is primarily due to the decrease in sales
         experienced in September 2001 immediately following the events of
         September 11th. The increase in sales is also attributable to the
         increase in Diamond's average revenue per installation unit, which is
         attributable to general price increases and to Diamond's sales mix. The
         decrease in units sold is primarily due to the recessionary economic
         climate, which resulted in weaker industry demand.


                                       12
<PAGE>
                  Gross Profit. Gross profit was $37.1 million for the three
         months ended September 30, 2002 and September 30, 2001. Gross profit
         decreased as a percentage of sales to 70.0% for the three months ended
         September 30, 2002 from 70.9% for the three months ended September 30,
         2001. The decrease in gross profit percentage is due to an increase in
         average cost per unit, which was partially offset by the increase in
         average revenue per installation unit as discussed above.

                  Operating Expenses. Operating expenses for the three months
         ended September 30, 2002 increased by $2.5 million, or 7.8%, to $34.6
         million from $32.1 million for the three months ended September 30,
         2001. Operating expenses increased as a percentage of sales to 65.3%
         for the three months ended September 30, 2002 from 61.4% for the three
         months ended September 30, 2001. Approximately $1.7 million of
         increased operating expense during the three months ended September 30,
         2002 compared to the three months ended September 30, 2001 was directly
         related to service center expansion, primarily for wages and wage
         related expenses, advertisement and promotional expenses and occupancy
         costs. The increase in operating expenses was also due to a general
         increase in wages and wage related expenses experienced primarily at
         service centers combined with an increase in sales and marketing
         expenses, insurance expense due to rising insurance premiums and
         advertisement and promotional expenses.

                  Depreciation and amortization expense for the period ended
         September 30, 2002 increased by $0.1 million, or 16.7%, to $0.7 million
         from $0.6 million for the three months ended September 30, 2001. This
         increase was primarily due to the amortization and depreciation expense
         related to certain sales, billing and financial systems software and
         computer hardware implemented in the latter half of 2001 and the first
         half of 2002. This increase was partially offset by a decrease in
         expense due to the increased use of a master fleet leasing program for
         the lease of mobile installation and distribution service vehicles.

                  Income From Operations. Income from operations for the three
         months ended September 30, 2002 decreased by $2.5 million, or 50.0%, to
         $2.5 million from $5.0 million for the three months ended September 30,
         2001. This decrease was primarily due to the increase in operating
         expenses as discussed above.

                  Interest Expense. Interest expense remained at $2.6 million
         for the three months ended September 30, 2002 and 2001. Cash interest
         expense also remained at $2.3 million for the three months ended
         September 30, 2002 and 2001.

                  Net Income. Net income for the three months ended September
         30, 2002 decreased by $1.5 million to $0.0 million from $1.5 million
         for the three months ended September 30, 2001. Net income as a
         percentage of sales decreased 2.9% for the three months ended September
         30, 2002 compared to the three months ended September 30, 2001. The
         decrease in net income and net income margin during the three months
         ended September 30, 2002 compared to the three months ended September
         30, 2001 was primarily due to the impact of increased operating
         expenses discussed above.

                  EBITDA. EBITDA for the three months ended September 30, 2002
         decreased by $2.3 million, or 40.4%, to $3.4 million from $5.7 million
         for the three months ended September 30, 2001. EBITDA as a percentage
         of sales decreased to 6.4% for the three months ended September 30,
         2002 from 10.9% for the three months ended September 30, 2001. The
         decrease in EBITDA for the three months ended September 30, 2002 was
         primarily due to the increase in operating expenses as discussed above.


                                       13
<PAGE>
         LIQUIDITY AND CAPITAL RESOURCES

                  Diamond's need for liquidity will arise primarily from the
         interest payable on its 9-1/4% Senior Notes (the "Notes"), its Credit
         Facility and the funding of Diamond's capital expenditures and working
         capital requirements. There are no mandatory principal payments on the
         Notes prior to their maturity on April 1, 2008 and, except to the
         extent that the amount outstanding under the Credit Facility exceeds
         the borrowing base, no required payments of principal on the Credit
         Facility prior to its expiration on March 27, 2004.

                  Net Cash Provided by Operating Activities. Net cash provided
         by operating activities for the nine months ended September 30, 2002
         decreased by $1.6 million to $8.4 million from $10.0 million for the
         nine months ended September 30, 2001. The change was primarily
         attributable to a decrease in Diamond's net earnings, which was
         partially offset by increases in depreciation and amortization,
         accounts payable and accrued expenses and a decrease in inventory and
         deferred income taxes.

                  Net Cash Used in Investing Activities. Net cash used in
         investing activities for the nine months ended September 30, 2002
         increased $0.3 million to $3.0 million from $2.7 million used in
         investing activities for the nine months ended September 30, 2001. The
         primary reason for the variance was an increase in capital
         expenditures.

                  Net Cash Used in Financing Activities. Net cash used in
         financing activities in the nine months ended September 30, 2002 was
         $0.1 million compared to $0.6 million used in financing activities in
         the nine months ended September 30, 2001. The primary reasons for this
         decrease in cash used by financing activities was the lack of borrowing
         on the Credit Facility during the nine months ended September 30, 2002.

                  Capital Expenditures. Capital expenditures for the nine months
         ended September 30, 2002 were $3.0 million, as compared to $2.7 million
         for the nine months ended September 30, 2001. Capital expenditures for
         the nine months ended September 30, 2002 were made primarily to fund
         the continued upgrade of Diamond's management information systems.

                  Liquidity. Management believes that Diamond will have adequate
         capital resources and liquidity to satisfy its debt service
         obligations, working capital needs and capital expenditure
         requirements, including those related to the opening of new service
         centers and distribution centers for the foreseeable future. Diamond's
         capital resources and liquidity are expected to be provided by
         Diamond's net cash provided by operating activities and borrowings
         under the Credit Facility. See " -- Notes to Financial Statements -
         Note 5 - Income Tax" for a discussion of the Internal Revenue Service's
         proposed adjustments with respect to Diamond's tax treatment of its
         Recapitalization Transaction (as defined in the Company's 10-K for the
         year ended December 31, 2001) entered into by Diamond and other parties
         in January 1998.


                                       14
<PAGE>
CONTRACTUAL CASH OBLIGATIONS AND OTHER COMMERCIAL COMMITMENTS

The following summarizes Diamond's contractual cash obligations and other
commercial commitments as of September 30, 2002.

<TABLE>
<CAPTION>
                                                  PAYMENTS DUE BY PERIOD (DOLLARS IN THOUSANDS)
                                                  -----------------------------------------------
CONTRACTUAL CASH OBLIGATIONS                      Total       Less than 1 year     After 5 years
----------------------------                      --------    ----------------     -------------
<S>                                               <C>         <C>                  <C>
    Long Term Debt                                $100,000             --              100,000

    Operating Leases                                 1,045            1,045               --
                                                  --------            -----            -------
    Total Contractual Cash Obligations            $101,045            1,045            100,000
                                                  ========            =====            =======
</TABLE>

<TABLE>
<CAPTION>
                                                                AMOUNT OF COMMITMENT
                                                                EXPIRATION PER PERIOD
                                                                (DOLLARS IN THOUSANDS)
                                                             -------------------------
OTHER COMMERCIAL COMMITMENTS                                 TOTAL AMTS
                                                             COMMITTED       1-3 YEARS
                                                             ---------       ---------
<S>                                                          <C>             <C>
Standby Letters of Credit                                     $ 4,296             4,296
Operating Lease - Contingent Guaranteed Residual Value        $ 9,917             9,917
                                                              -------             -----
Total Commercial Commitments                                  $14,213           $14,213
                                                              =======           =======
</TABLE>

RELATED PARTY TRANSACTIONS

On November 1, 2002, Diamond made an aggregate investment of $300,000 as a
capital contribution in DT Subsidiary Corp. (the "Subsidiary"), a corporation
wholly owned by Diamond. Also, on November 1, 2002, the Subsidiary entered into
a Stock Sale Agreement with Michael A. Sumsky, President and Chief Financial
Officer, (the "Seller"), pursuant to which the Seller sold to the Subsidiary
15,000 shares of Diamond's common stock, par value $0.01 per share, for
consideration of $20 per share.


                                       15
<PAGE>
ITEM 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Diamond has a revolving Credit Facility that provides for revolving
         advances of up to $25.0 million, and matures in March 2004. Borrowings
         under the Credit Facility bear interest, at Diamond's discretion, at
         either the Chase Manhattan Bank Rate (as defined in the Credit
         Facility) or LIBOR, plus a margin of 0.50% for the Chase Manhattan Rate
         and 2.25% for the LIBOR Rate. In addition, a commitment fee of 0.25% is
         charged against any unused balance of the Credit Facility. Interest
         rates are subject to increases or reductions based upon Diamond meeting
         certain EBITDA levels. At September 30, 2002, Diamond did not have any
         borrowings outstanding under the Credit Facility.

         FORWARD-LOOKING STATEMENTS

                  Readers are cautioned that there are statements contained in
         this report which are "forward-looking" statements within the meaning
         of the Private Securities Litigation Reform Act of 1995 (the "Act").
         Forward-looking statements include statements which are predictive in
         nature, which depend upon or refer to future events or conditions,
         which include words such as "expects," "anticipates," "intends,"
         "plans," "believes," "will," "estimates," or similar expressions. In
         addition, any statements concerning future financial performance
         (including future revenues, earnings or growth rates), ongoing business
         strategies or prospects, and possible future actions, which may be
         provided by management, are also forward-looking statements as defined
         by the Act. Forward-looking statements are based on current
         expectations and projections about future events and are subject to
         risks, uncertainties, and assumptions about Diamond, economic and
         market factors and the industries in which Diamond does business, among
         other things. These statements are not guarantees of future performance
         and Diamond has no specific intention to update these statements.

                  These forward-looking statements, like any forward-looking
         statements, involve risks and uncertainties that could cause actual
         results to differ materially from those projected or anticipated. The
         risks and uncertainties include the effect of overall economic and
         business conditions, the demand for Diamond's products and services,
         regulatory uncertainties, the impact of competitive products and
         pricing, changes in customers' ordering patterns and potential system
         interruptions. This list should not be construed as exhaustive. Our
         annual report on Form 10-K in respect of the fiscal year ended December
         31, 2001 discusses certain of these risks and uncertainties under the
         caption "Factors Affecting Future Performance."

ITEM 4   CONTROLS AND PROCEDURES

                  The Company maintains disclosure controls and procedures that
         are designed to ensure that information required to be disclosed in the
         Company's Exchange Act reports is recorded, processed, summarized and
         reported within the time periods specified in the SEC's rules and
         forms, and that such information is accumulated and communicated to the
         Company's management, including its Chief Executive Officer and Chief
         Financial Officer, as appropriate, to allow timely decisions regarding
         required disclosure. In designing and evaluating the disclosure
         controls and procedures, management recognized that any controls and
         procedures, no matter how well designed and operated, can provide only
         reasonable assurance of achieving the desired control objectives, and
         management necessarily was required to apply its judgment in evaluating
         the cost-benefit relationship of possible controls and procedures.

                  Within 90 days prior to the date of this report, the Company
         carried out an evaluation, under the supervision and with the
         participation of the Company's management, including the Company's
         Chief Executive Officer and the Company's Chief Financial Officer, of
         the effectiveness of the design and operation of the Company's
         disclosure controls and procedures. Based on the foregoing, the
         Company's Chief Executive Officer and Chief Financial Officer concluded
         that the Company's disclosure controls and procedures were effective.


                                       16
<PAGE>
                  There have been no significant changes in the Company's
         internal controls or in other factors that could significantly affect
         the internal controls subsequent to the date the Company completed its
         evaluation.


                                       17
<PAGE>
                                     PART II

                                OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

         On May 2, 2002, Diamond filed an amended Complaint with the United
States District Court, Middle District of Pennsylvania against Safelite Glass
Corporation (the "Defendant"). Diamond alleges, among other things, that the
Defendant's conduct as (i) an operator of national telephone call centers which
takes first notice of loss calls from insureds of several of the largest
automobile insurers in the United States (the "Insurers"); (ii) a provider of
various claims processing services to the Insurers as a third-party
administrator and; (iii) an operator of a network of retail repair and
replacement facilities who perform work for the Insurers as Safelite affiliates,
violated certain federal and state laws and give rise to other legal and
equitable claims against the Defendant. Diamond alleges that the Defendant
engaged in various practices designed to divert customers away from Diamond to
the Defendant, and that Diamond has suffered damages as a result of this conduct
in an amount to be determined at trial.

         On November 1, 2002, the Defendant filed a counter claim against
Diamond, alleging, among other things, that Diamond has engaged and continues to
engage in publishing certain false and defamatory statements about the Defendant
to automobile insurance companies that are the Defendant's clients. Defendant
alleges that this alleged conduct has injured the Defendant's goodwill and
business reputation with its insurance clients and in the autoglass repair and
replacement industry. Among other things, the Defendant is seeking damages in an
amount to be determined at trial.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)      EXHIBITS

         none

(B)      REPORTS ON FORM 8-K

         Form 8-K filed on August 14, 2002 reporting that each of the Chief
         Executive Officer, Norman Harris, and the Chief Financial Officer,
         Michael A. Sumsky, of Diamond Triumph Auto Glass, Inc. submitted to the
         Securities and Exchange Commission sworn statements pursuant to 18
         U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley
         Act of 2002.


                                       18
<PAGE>
                                    SIGNATURE

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

                                     DIAMOND TRIUMPH AUTO GLASS, INC.



        Date: November 14, 2002      By: /s/ Michael A. Sumsky
                                         --------------------------------------
                                         Name:  Michael A. Sumsky
                                         Title: President,
                                         Chief Financial Officer and General
                                         Counsel (Principal Financial and Chief
                                         Accounting Officer)


                                       19
<PAGE>
      I, Norman Harris, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Diamond Triumph Auto
      Glass, Inc.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of material fact or omit to state a material fact necessary in
      order to make the statement made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which the
            quarterly report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      c)    presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent function):

      a)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

            Date: November 14, 2002                 By: /s/ Norman Harris
                                                        -----------------------
                                                        Chief Executive Officer


                                       20
<PAGE>
      I, Michael A. Sumsky, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Diamond Triumph Auto
      Glass, Inc;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of material fact or omit to state a material fact necessary in
      order to make the statement made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report.

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which the
            quarterly report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      c)    presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent function):

      a.    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b.    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

            Date: November 14, 2002                 By: /s/ Michael A. Sumsky
                                                        -----------------------
                                                        Chief Financial Officer

                                       21